ACTIONS PRIOR TO THE CLOSING Clause Samples
The "Actions Prior to the Closing" clause outlines the specific obligations and steps that parties must undertake before the formal completion of a transaction, such as a merger or asset sale. This may include requirements like obtaining regulatory approvals, delivering certain documents, or ensuring that all representations and warranties remain accurate up to the closing date. By clearly defining these pre-closing actions, the clause helps coordinate the parties' efforts and ensures that all necessary conditions are met, thereby reducing the risk of last-minute issues that could delay or derail the closing.
ACTIONS PRIOR TO THE CLOSING. The respective Parties covenant and agree to take the following actions:
ACTIONS PRIOR TO THE CLOSING. Section 4.01 Schedule 13E-3. As promptly as reasonably practicable following the date of this Agreement, Buyer and CZ shall prepare and cause to be filed with the Securities and Exchange Commission (the “SEC”), and Seller shall cooperate with Buyer and CZ in the preparation of, a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the transactions contemplated by this Agreement (the “Schedule 13E-3”). Without limiting the generality of the foregoing, Seller will promptly furnish to Buyer and CZ the information relating to it that is required by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) to be set forth in the Schedule 13E-3 or that is otherwise reasonably requested by Buyer or CZ. Buyer and CZ agree that on the date of mailing to the stockholders of the Company, the Schedule 13E-3 will comply in all material respects with the applicable provisions of the Exchange Act. Buyer and CZ will use their respective reasonable best efforts to have the Schedule 13E-3 cleared by the SEC as promptly as reasonably practicable following its filing with the SEC. Buyer and CZ will cause the Schedule 13E-3 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Schedule 13E-3 is cleared by the SEC.
ACTIONS PRIOR TO THE CLOSING. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing, and thereafter to the extent provided:
ACTIONS PRIOR TO THE CLOSING. Seller shall pay when due all Taxes owing on account of the Assets the operations of Seller that relate to the period prior to the Closing, other than such amounts, if any, that constitute Assumed Liabilities and except as provided in SECTION 4. Seller shall be responsible for payment, when due, of all Taxes assessed based upon, or otherwise relating to, the Assets or the operations of Seller prior to the Closing Date and for all period(s) ending on or before the Closing Date, whether or not due on the Closing Date, other than such amounts, if any, that constitute Assumed Liabilities and except as provided in SECTION 4.
ACTIONS PRIOR TO THE CLOSING. From and after the Effective Date until the Closing Date and except as permitted or contemplated by this Agreement, the Company and WOHG, respectively, will each:
(a) carry on its business in substantially the same manner as it has heretofore;
(b) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(c) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(d) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(e) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(f) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state Laws (including without limitation, the federal securities Laws) and all rules, regulations, and orders imposed by federal or state governmental authorities.
ACTIONS PRIOR TO THE CLOSING. From and after the Effective Date and until the earlier to occur of the termination of this Agreement or the Closing and except as permitted or contemplated by this Agreement, CCM will:
(a) carry on its business in substantially the same manner as it has heretofore;
(b) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(c) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(d) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(e) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(f) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state Laws (including without limitation, the federal securities Laws) and all rules, regulations, and orders imposed by federal or state governmental authorities.
ACTIONS PRIOR TO THE CLOSING. From the date hereof until the Closing Date or the early termination of this Agreement, each Group Company shall, and the Seller shall cause each Group Company to, conduct its business and affairs in the ordinary course of business consistent with past practice and use its reasonable efforts to preserve substantially intact its present business organization, keep available the services of its current officers, employees, consultants and contractors, and preserve its current material relationships and goodwill with Governmental Authorities, customers and suppliers, licensors, licensees, distributors and any other persons with which the Group Companies have relations. In addition (and without limiting the generality of the foregoing), except for the purpose to complete the restructuring set forth in the Section 5.1(l) and the settlement of inter-company balances set forth in the Section 5.1(j) of this Agreement or expressly consented to by Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), no Group Company shall and the Seller shall not permit any Group Company to:
(a) make any amendment or supplement to, or terminate, any Charter Document of a Group Company;
(b) authorize for issuance, issue, sell, pledge, dispose of, transfer, deliver or agree or commit to issue, sell, pledge, dispose of, transfer or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock or other shares, effect any stock split or otherwise change the capitalization of any Group Company as existed on the date of this Agreement;
(c) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of the capital stock of the Group Companies;
(d) redeem, purchase or otherwise acquire any shares of the capital stock of the Group Companies, or make any commitment for any such action;
(e) place any Group Company into liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization, redomiciliation or other reorganization;
(f) make any amendment, alteration or change to the powers, designations, preferences, rights, privileges, qualifications, limitations or restrictions of any of a Group Company;
(g) unless required by applicable Laws, (i) modify, extend, or enter into any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements wit...
ACTIONS PRIOR TO THE CLOSING. From and after the Effective Date until the Closing or the earlier termination of this Agreement in accordance with its terms and except as permitted or contemplated by this Agreement, each of Arvana and Down2Fish will:
(a) carry on their respective businesses in substantially the same manner as it has heretofore;
(b) maintain and keep their properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(c) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(d) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(e) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(f) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state Laws (including without limitation, the federal securities Laws) and all rules, regulations, and orders imposed by federal or state governmental authorities.
ACTIONS PRIOR TO THE CLOSING. Aeneid, Merger Sub, InGenius and Sellers covenant as follows for the period from the date hereof through the Effective Time:
ACTIONS PRIOR TO THE CLOSING. 5.1 Access to Properties; Inspection Period. Sellers shall give Purchaser reasonable rights to enter the Properties during and after the Inspection Period in accordance with the Right of Entry Agreement attached as Exhibit G, which agreement shall be executed by the parties at the time of execution and delivery of this Agreement. Following the Inspection Period, Purchaser shall have the continuing right of inspection and review, but no right to terminate this Agreement on the basis of such review.